HAZET Terms and Conditions of Purchase

of

HAZET-WERK Hermann Zerver GmbH & Co. KG, status 09/2017

  1. General Aspects
    1. Our purchasing conditions, which can also be found in their current applicable version at www.hazet.de, apply exclusively; conditions of the supplier that contradict or deviate from our purchasing conditions shall not be acknowledged unless we have agreed to their applicability explicitly in writing.
    2. Our purchasing conditions shall also apply if we, in full awareness of such supplier conditions contrary to or deviating from these purchasing conditions, accept the delivery of the supplier without any reservation. By executing the order, the supplier acknowledges our purchasing conditions. Any change to our conditions which is contained in an order confirmation shall be classified by us as a rejection of our order. If the delivery/service is nonetheless carried out, then in view of the statements made above, this shall be regarded as acceptance of our purchasing conditions.
    3. Verbal negotiations have not been made. A change or amendment to contracts that have been concluded between us and the supplier require the written form; this also applies in case of a change to this written form requirement.
    4. Our purchasing conditions are applicable exclusively in business transactions with entrepreneurs as defined by Section 14 of the German Civil Code (Bürgerliches Gesetzbuch – BGB), legal persons under public law or special funds under public law.
  2. Offer – offer documents
    1. No compensation shall be provided for the processing of an offer by the supplier. Deviations from our requests must be explicitly indicated in the offer.
  3. Order
    1. Orders, supply contracts and delivery calls as well as changes to these require the written form in order to become effective. An order via electronic data interchange (EDI) is permissible.
    2. If we do not receive acceptance of an order placed in writing or via EDI within 8 days, we reserve the right to withdraw the order free of charge.
    3. We may, within the limits of reason, demand changes to the order with regard to design, implementation or delivery times so long as the supplier has not yet fulfilled all of its obligations. Here, the consequences (e.g. additional or reduced costs, delivery dates) shall be regulated appropriately by mutual consent.
    4. The supplier must always perform services itself and may only allocate subcontracts following our written approval.
    5. If we demand initial/type samples, the supplier may only begin the manufacture of the delivery item once a corresponding written approval has been submitted by us. Presentation of the initial/type samples including initial sample test report is free of charge, unless otherwise agreed.
    6. If the supplier ceases to make his payments, its cheques bounce or the opening of an insolvency proceeding on its assets is applied for, we may, without prejudice to any other right, rescind the contract with regard to the part of the contract that has not yet been fulfilled.
  4. Scope of supply and service
    1. If research, designing, development, drafting or similar services are part of the order, the supplier is obliged to transfer all results to us, in particular design and manufacturing drawings as well as documentation and user manuals etc., and to grant us all unrestricted usage rights free of charge for these results of its work. In the case of software development, the scope of delivery shall include the delivery of the software in source and object program form and the documentation of the program development and application; this also applies to later updates within the framework of a maintenance contract.
    2. We can only accept cardboard packaging with the "RESY" recycling system. Cardboard packaging without the required overprint shall be sent back at the cost and risk of the supplier.
    3. If reusable packaging is used, the supplier shall make the packaging available on loan. Here we shall only be liable for intentional damage and gross negligence in the event of damage during the loan. Returns will be made at the cost and risk of the supplier. If we agree to bear the packaging costs as an exception, these are to be calculated at the net cost price.
    4. Long-term supplier declarations must be submitted to HAZET free of charge on request.
  5. Delivery dates, contractual penalty and transfer of risk
    1. Agreed dates are the dates of the receipt of goods and completion of services and must be adhered to. This also applies to deadlines. Partial deliveries/services are only permissible following our prior written approval.
    2. In case of culpable failure to comply with the contractually agreed delivery schedules, we are entitled to payment of a contractual penalty for each working date the deadline is exceeded to the amount of 0.1 % of the net order sum, but maximum 5 % of the net order sum in total. The agreement concerning a contractual penalty does not exclude more extensive claims. However, the contractual penalty is to be offset against any damage compensation claims. Contractual penalties already enforced shall not become invalid by agreeing new deadlines.
    3. If the supplier's ability or willingness to perform is in doubt before or after the due date, in particular because the supplier has stated that it is not able or willing to perform in due time, and if we have an urgent interest in clarification, then we may set a deadline for clarification from the supplier before or after the due date and, if necessary, a deadline for proof of their ability or willingness to perform. Once this deadline has expired without success, we may rescind the contract according to Section 323 BGB and/or claim damages according to Section 280.281 BGB or damages instead of the service. This shall be without prejudice to further claims.
    4. If the supplier supplies before the agreed delivery date, we are entitled, at our discretion, to either reject or accept the delivery and retain the purchase price until the agreed due date.
    5. For purchasing contracts, transfer of risk to us always occurs upon delivery at the recipient plant stated by us as part of the order; in the case of contracts for work and services this is always after unrestricted acceptance by the plant.
  6. Force majeure
    1. If events occur that are beyond our control (e.g. strikes and lockouts, operational disruptions and delays by suppliers as well as all cases of force majeure), we shall be freed from the obligation to accept for the duration and scope of these events if we cannot prevent such a disruption by reasonable measures. We are obliged to inform the supplier of such circumstances immediately. If such hindrances exist for a prolonged period of time and if the economic importance of the contract changes in such a way that adherence to the contract would be unreasonable, each party shall be entitled to rescind the contract if no adjustment with mutual agreement is possible.
  7. Quality, documentation., environmental protection
    1. The supplier must adhere to the recognized technical rules, existing safety regulations and the agreed technical data, dimensions, weights and other properties for their services and deliveries. Productions according to our drawings or samples that have been approved by us must correspond to the specifications. If the order stipulates no further requirements, then services and deliveries are to be performed in the customary trade quality in particular and, where they exist, in accordance with DIN, VDE, VDI standards or the equivalent national or EU standards. In particular, they are to be performed in such a way that at the recipient plants for services/deliveries stated by us they correspond to the legal regulations for technical working equipment, accident prevention, workplace safety, hazardous materials, emission protection, water protection and waste law.
    2. The supplier must inspect our plans, drawings and the other specifications for the performance of the service or components that we have provided for their completeness, correctness and suitability for the intended purpose. If concerns exist in this regard, the supplier must inform us immediately in writing. If the supplier fails to do this, it is liable to warranty in this regard. Changes to the ordered deliveries and services always require the prior written approval of the purchaser.
    3. In the case of safety parts specifically identified in the technical documents or by separate agreement, e.g. with "D", the supplier shall also especially compile records concerning when, in what manner and by whom the delivered objects have been tested in respect to the characteristics subject to mandatory documentation and what results are derived from the required quality tests. The test documents must be retained for ten (10) years and submitted to us if so required. The supplier must obligate preliminary suppliers to the same extent within the framework of what is legally possible. Reference is made to the VDA publication Validation – Guidelines for the Documentation and Archiving of Quality Requirements", Frankfurt am Main 1998, as instructions.
    4. We shall mutually inform each other concerning quality improvement options. Furthermore, the supplier shall receive information from us in regard to relevant safety regulations on request.
  8. Express or implied warranty
    1. The examination and notification period pursuant to Section 377 HGB is 2 weeks from delivery to the receiving plant informed by us. For the examination of non-discernible defects, the period of notification is two weeks from discovery of the defect. In individual cases where a longer deadline is appropriate, this shall apply.
    2. For deliveries of large numbers or quantities of items, examination of random samples will be sufficient to comply with the examination required in the regulations. If the random sample test determines that more than 5% of the random samples are defective, we are entitled to inspect the entire delivery at our own discretion and at the cost of the supplier or to assert our defect rights for the entire delivery. For our benefit this shall be without prejudice to further rights.
    3. We reserve legal claims for defects without restriction; in all cases we are entitled to demand at our own discretion the correction of defects by the supplier or the delivery of a new item. The right to compensation, in particular that to compensation instead of delivery, is explicitly reserved.
    4. Return delivery of rejected goods takes place at the cost of the supplier. Replacement deliveries must always be free of freight charges.
    5. Our defect claims expire after three years, calculated from the delivery date at the recipient plant.
    6. A suspension of the limitation period due to ongoing negotiations according to Section 203 sentence 1 BGB requires that we have exercised our asserted claims against the supplier in writing.
  9. Prices – payment
    1. The agreed prices are fixed prices and shall apply with free delivery to the recipient location/plant specified by us including packaging, transport insurance and all other additional costs.
    2. Price increases by the supplier are only effective if they have been agreed amicably with us. Invoices must never be enclosed in the consignment and must instead be sent separately with all order information stated to our registered office in Remscheid if no credit note procedure has been agreed upon. The invoices must contain the markings and numbers of the packages, boxes, crates etc., numbers of the invoiced items with each sort listed individually as well as the net and gross weights.
    3. Payment is always made after we have received the goods and the correct and checkable invoice, and after the incoming goods inspection. Here the deadline is extended if the delivery results in complaints and thus to delays in the incoming goods inspection. After this period we shall be entitled to deduct a discount for the withheld amount in accordance with Paragraph 3 below.
    4. Payment conditions unless agreed upon otherwise: on the 25th of the month following delivery ./. 3% discount, in full within 65 days.
    5. Prepayments and advance payments require a specific written agreement and must be ensured by the supplier in advance with permanent absolute bank guarantees. The guarantee must be subject to German law and identify Remscheid as the exclusive place of jurisdiction. In addition, the legal regulation of Section 239 BGB is applicable.
    6. All rights and obligations from orders which are based on our Terms and Conditions of Purchase, with the exception of money claims, can not be rescinded or transferred by the supplier without our prior written approval.
  10. Right of retention / Offsetting
    1. The supplier is only entitled to offset insofar as his counterclaims are undisputed or deemed to be legally effective. The same applies for retention and performance refusal rights pursuant to Sections 320, 273 BGB. The supplier may only exercise such rights if they result from the same contractual relation. In an ongoing business relationship, each individual order is deemed to be its own contract.
  11. Product liability / Indemnity
    1. If the supplier is responsible for damage to the product, the supplier shall be obliged to exonerate us from claims, demands and damage compensation claims by third parties insofar as the cause is deemed to be in the authority and organizational field of the supplier and the supplier himself assumes liability in the external relations.
    2. Within the context of the liability pursuant to Paragraph 1 above, the supplier shall also reimburse us such reasonable expenses that we accrue in conjunction with the implementation of a product recall. We shall inform the supplier about the execution of such a recall and give him the opportunity to assert an opinion. Any further claims provided for by law shall not be affected.
  12. Third-party property rights
    1. The supplier shall be liable for ensuring that no patents or other property rights of third parties in Germany or abroad are violated by us with the supplier's delivery or the exploitation thereof. We deliver worldwide. The supplier shall not be liable if it has manufactured the delivered goods according to drawings, models or other descriptions or designs equivalent to these that were provided by us and it could know that the property rights of third parties would be violated in connection with the goods it manufactured.
    2. The liability for damages relates to all necessary expenses incurred by us in connection with the making of a claim by a third party.
  13. Provision of materials
    1. Materials and parts which are provided remain our property and shall be stored separately and only used for our orders by the supplier. The quantity provided is to be inspected immediately and discrepancies reported to us immediately in writing. Discrepancies which are determined later shall not be accepted.
    2. If parts of a third party are sent directly to the supplier, the supplier must carry out the incoming goods inspection and the quality check on our behalf. The supplier must notify the subcontractor of complaints immediately in accordance with the complaint deadlines of Section 377 HGB and inform us of this in writing.
    3. Processing or reshaping is carried out for us by the supplier. If the item provided by us is processed with other items which do not belong to us, we shall acquire joint ownership of the new item according to the ratio of the value of our item to the other processed items at the time of processing.
    4. If the item provided by us is combined with other items which do not belong to us, we shall acquire joint ownership of the new item according to the ratio of the value of our item to the other combined items at the time of combination. If the combination occurs in such a way that the supplier's item must be considered the primary item, then it shall be considered agreed that the supplier shall transfer proportional joint ownership to us. The supplier shall retain the joint ownership for us. The above provisions apply correspondingly if the supplier mixes or blends the item provided by us with other items.
    5. The parts made available by or for us may not be sold, pledged or transferred in any manner to third parties or utilised for third parties in any other way without our written consent.
    6. The supplier shall insure the item which belongs to us on the basis of sole or joint ownership, including the new item resulting from processing, against property damage and loss etc.
    7. The supplier must always facilitate an inspection of the parts being processed or to be processed by us and/or the authorities during regular working hours.
  14. Means of production
    1. Means of production such as models, samples, dies, tools, templates, drawings, standard specification sheets and similar which are provided to the supplier by us or which are manufactured by the supplier according to our specifications are our property and are to be clearly marked as such. The aforementioned means of production may not be sold, pledged or transferred in any manner to third parties or utilised for third parties in any other way without our written consent. The same applies for items produced using these means of production; they may only be delivered to us unless we have declared our agreement to other uses in written form. The supplier shall be obligated to insure items which are our property against property damage, loss etc. The same obligation shall be placed on sub-contractors.
    2. After the completion of our orders and/or the settlement of an order by us which entail the provision of means of production to the supplier by us or the production of these means at our expense, these are to be sent back to us without any special request.
    3. Items which we have developed or further developed in cooperation with the supplier may only be delivered to us.
    4. The supplier shall grant us all usage rights free of charge for the results of its work with the means of production provided by us.
  15. Company name and brands
    1. Our company name as well as brands and part numbers are to be affixed to the goods we order if our drawing specifies this or if we have issued an instruction to do so.
    2. The items marked in this way – if no other agreement has been made – may only be delivered to us.
    3. Returned and faulty goods which are marked with our company name and brand must be rendered unusable with verification by means of a process which is agreed upon with us in advance.
  16. Confidentiality/Advertising
    1. The supplier shall be obligated to treat all commercial and technical details that are made known to it through the business relationship as a trade secret if these are not already public knowledge and not to utilise them itself. This obligation shall remain in effect even after the termination of this contractual relationship.
    2. The supplier may only advertise its business relationship to our company following prior written approval by us. This shall apply regardless of whether the advertising refers explicitly to us or only to the contractual object, i.e. for advertising with our products and brand, the exhibition of our products and also the use of our products and name in sales documents such as brochures, leaflets and catalogues accordingly.
  17. Final provisions
    1. Extended and prolonged reservation of proprietary rights of the supplier are excluded.
    2. The place of performance and sole legal venue for all contractual and non-contractual disputes is our registered office in Remscheid. This responsibility also excludes, in particular, every other responsibility that is envisaged legally on account of a personal or material relation. Furthermore, the customer shall not be entitled to initiate legal proceedings against our company before any court other than the exclusive court of jurisdiction. We are, however, entitled in isolated cases to take legal action in the jurisdiction of the supplier's registered office or before other courts having jurisdiction based on German or foreign law.
    3. The legal relationship between us and the supplier is exclusively subject to the law of the Federal Republic of Germany excluding the respective national provisions of the international conflict of laws, and the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980.